Group compliance policy

Purpose

Megger Group will operate within a sustainable framework for the benefit of all stakeholders. lt is committed to integrity and high Standards of business in everything it does. Megger will do business only by lawful and ethical means.

Scope

Applies to all employees within the Megger Group and their relationships with all customers, suppliers, employees, governments and other stakeholders.

Policy

lt is always unacceptable to promise, offer or accept bribes or other improper payments and favours, and Megger does not, and will not, participate in corrupt, abusive or illegal practices either at home or overseas and will not request or condone others doing so.

Megger Group will always operate within the legal and moral framework of the countries within which it is located and within which it trades.

Consequently, Megger expects that all employees will maintain the highest professional standards in their dealings with third parties and with other Megger employees and will
ensure adherence to legal requirements, rules, procedures and proper practices.

Individual Megger sites will have their own written policies/procedures in place to implement this overall Group policy at their site in accordance with local requirements/best practice. These documents will be included in the induction programmes of all new employees with commercial and managerial responsibilities.

1. Selling1.1 With the exception of the payment of duly documented and authorised invoices for goods and services actually received in the normal course of business and recorded in the books of the company, Megger or Megger employees will never give cash (or its equivalent) to suppliers or their representatives, customers or their representatives, or other third parties

1.2 With the exception of

minor Group branded promotional items

other minor items of nominal value

food/refreshments that are incidental to a business meeting

Megger or its employees will not give any gifts or provide other inducements to customers, their employees, employees' families, or any third parties. This policy will not preclude Megger making a contribution towards the travel expenses of distributors and customers visiting legitimate Megger conferences, training sessions etc, nor does it prohibit reasonable hospitality expenditure that enables meetings with customers and distributors in an informal environment (hospitality will not be provided in circumstances where Megger staff will not be in attendance).

1.3 Megger will only pay commissions to duly appointed representatives/agents with whom Megger has a pre-existing written contract that fully describes the services to be performed and all consideration to be paid. Any such payments should not be in excess of the customary local rate for such services, but in exceptional circumstances where payments above that customary rate are agreed they must be authorised in writing by the VP responsible for the profit centre accepting the
related order and a justification for the payment Ievel held on file.

1.4 Megger will not knowingly accept or fulfil orders from customers where the supply of the goods requested would be in breach of any trade embargos (or other
statutory requirements and restrictions) of the country in which the products were manufactured, the country from which the products are sold, or the country to which the products are sold.

1.5 Megger employees will not distort any financial Statements,
documents or other records (whether paper, electronic or other format) and will always provide consistent and accurate paperwork to all parties concerned
in any transaction.

1.6 Megger products will always be designed to conform to the local safety regulations, standards and legal requirements of the countries within which they are sold and any product labelling (e.g. safety standards, quality standards, country of origin, etc.) will be accurate.

2. Employees

2.1 Megger companies will operate within locally developed (and published) employment policies that

Provide a safe working environment

Prevent discrimination and abusive practices and

Ensure compliance with all local employment, taxation, work permit, etc. legislation.

2.2 Megger employees (or their families) will never accept cash from suppliers or their representatives, customers or their representatives, or other third parties in connection with Megger business, and with the exception of minor customer/supplier
branded promotional items

other minor items of nominal value

food/refreshments that are incidental to a business meeting

will not accept any gifts or other inducements from such people. Any Megger employee who does receive unsolicited gifts etc (whether at Christmas time or otherwise) must inform his/her manager and comply with any local company policies.
This policy will not preclude Megger employees from accepting a contribution towards their travel expenses when visiting legitimate conferences, training sessions etc, nor does it prohibit them from accepting reasonable hospitality that enables meetings with customers, suppliers etc in an informal environment. ln all circumstances however employees should obtain approval from their manager before accepting such items.

2.3 lf an employee is working an business in areas of the world where gifts are an important part of business culture then participation in gift giving and receiving is
allowed but this must be proportionate and reasonable. Guidance from a VP should be obtained in advance and a record maintained.

2.4 International legislation regarding competition is comprehensive and every employee with a commercial responsibility is required to keep updated with applicable laws.

2.5 lf any Megger employee becomes aware of any breach of this policy it is his/her duty – under consideration of local policies – to inform the company or Megger
Group board (if appropriate) of that breach. ln such circumstances Megger will ensure that the employee does not suffer any adverse consequences as a result.
However deliberate miss accusations will be dealt with according to local disciplinary procedures.

3 Statutory Duties

3.1 Megger sites will comply with all legal, fiscal, employment, environmental, privacy and moral requirements of the jurisdiction within which they operate and will
have policies and procedures in place (which will be the responsibility of designated senior managers of the site concerned) to ensure compliance.

4. Record Keeping

4.1 Each Megger site will maintain a register of gifts given and received.

Ownership:

This policy is issued by, and owned by, the Megger Group Board. No deviations
may be made from it without written Board approval.